When
I watched the Warner Brothers DVD version of the English-language "Once
Upon a Time in America" (1984), I was astonished at its emotional power.
This was the first time I had seen the film, and I was mesmerized by its
visual flow and haunting music. Clocking in at 3 hours 49 minutes, the
movie is an extravagant, operatic gangster drama that stars Robert De
Niro and James Woods. Also in the movie's large cast are Joe Pesci, Tuesday
Weld, Elizabeth McGovern, Burt Young, Treat Williams, Danny Aiello, and
a very young Jennifer Connelly.

The creative force behind "Once Upon a Time in America" was writer-director Sergio Leone, who is famous for "A Fistful of Dollars" (1964) and "The Good, the Bad and the Ugly" (1966). Those 1960s films are examples of the so-called spaghetti Western, that is, a Western movie made by an Italian film company. For "Once Upon a Time in America," Leone used a mostly Italian crew and shot a lot of the footage in Europe, but this movie is about Jewish gangsters in 20th-century New York City.

I suppose I should warn you that "Once Upon a Time in America" has its share of beatings, shootings, and ugly sex. The characters are neither likable nor admirable, and the movie doesn't have a Hollywood-style payoff. I don't think the filmmakers were overly concerned with historical or geographical authenticity, and they seem to have felt free to abandon realism and the laws of ordinary logic whenever it suited their purpose. But the movie has a strong narrative drive and packs an enormous emotional wallop.

I believe the words "Once Upon a Time" in the film's title imply that we should regard the movie as being fanciful, and certainly its predominant tone is dreamlike. The film cleverly interleaves sequences from three different time periods: (1) 1968; (2) the early 1930s; and (3) the early 1920s. The impression I got from this was of a sixty-something man in 1968 looking back on his young adulthood in the early 1930s and also on his adolescence in the early 1920s. However, in the DVD commentary, Richard Schickel advances the notion that the movie shows an opium dream the main character has in 1933 that contains memories from the past and fantasies of the future.

Whatever one's interpretation of the film, there's no question that the pivotal action of the movie takes place in 1933. That's when we first encounter the protagonist, David "Noodles" Aaronson (De Niro), blissed out in an opium den in New York's Chinatown. We soon learn that until recently Noodles, his friend Max Bercovicz (Woods), and two of their pals made up a group of twenty-something gangsters who were living well because of their success as bootleggers during Prohibition. But Max and the two pals ended up meeting with violent deaths, and Noodles must go on the lam.

Other sequences in the film take place in 1968, when the sixty-something Noodles returns to New York and tries to come to terms with the deaths of his three friends 35 years earlier. It eventually emerges that he bears some responsibility for their having been killed, and he's also curious about what happened to a million dollars that mysteriously disappeared around the time of their deaths.

One long section of the film consists of Noodles remembering his adolescence in a Jewish neighborhood in New York. It was during that period, which was presumably in the early 1920s, that he, Max, and their two pals first got together. Noodles recalls how they began their lives of crime by rolling drunks and burning down newsstands that didn't pay protection. In the reminisce, adolescent actors portray Noodles, Max, and other characters. The teenage Noodles was attracted to a good-looking girl, played by Jennifer Connelly.

The movie artfully weaves its complex tale using sequences from Noodles' young adulthood, his early old age, and his adolescence. The girl grows into a woman, played by Elizabeth McGovern, and becomes an actress. Prohibition winds down, and Max, seeking other sources of revenue, becomes interested in labor union racketeering. But in 1933 Max and the two others are killed, and Noodles drops out of sight for 35 years. Then in 1968, Noodles has a meeting with the U.S. Secretary of Commerce that sheds new light on Max's death and the missing million dollars.

I think the best thing about "Once Upon a Time in America" is Leone's mastery of the art of film movement. There's a stateliness to the succession of images, the generally unhurried pace punctuated periodically by brief outbursts of violence. And the enchanting music by Ennio Morricone complements the visuals perfectly. I expected the film to be richly textured and filled with resonant incidents, and it delivers. But I was pleasantly surprised to find the storyline so compelling-the unraveling of the mystery surrounding Max's death and the missing million dollars provides a strong narrative engine. I'll admit that the film sometimes goes too far over the top, but I nevertheless found myself emotionally engaged throughout.

I was really impressed by Robert De Niro's performance in "Once Upon a Time in America." He plays Noodles as a criminal who, although not good at expressing himself verbally, has his own internal code of conduct. I also like the intensity James Woods conveys in his portrayal of Max, a gangster with big ambitions. The story's push and pull comes from the simultaneous friendship and rivalry between Noodles and Max. By the way, I suppose I should warn you not to expect too much from the females in the movie-they're mainly just objects for the guys. The sex scenes are all ugly, and there's a particularly unpleasant date rape scene.

The "Once Upon a Time in America" two-disc DVD set provides a feature-length audio commentary by film historian Richard Schickel, and I found this to be very worthwhile. Also, disc two of the DVD set contains a brief documentary on writer-director Sergio Leone that is rather superficial and left me wanting more. I've given a complete list of the DVD set's special features below.

There's one cavil I have with this DVD set I should mention. The film is too long to fit on only one disc, so the viewer has to change discs in the middle of the movie. My complaint is that the part of the movie on disc one ends at a very awkward point in the story, and I find it difficult to believe that it wasn't possible to figure out a better place to break this beautiful film.